RESOLUTION 2005-6

A RESOLUTION OF THE CITY OF JOHNSON, ARKANSAS, CONSENTING TO THETRANSFER AND ASSIGNMENT OF THE CABLE FRANCHISE FROM TCA CABLEPARTNERS TO COXCOM, INC.WHEREAS, TCA Cable Partners ("Franchisee") owns, operates, and maintains a cablesystem (the "System") in the City of Johnson, Arkansas ("Franchising Authority") pursuant to acable franchise (the "Franchise") issued by the Franchising Authority, and Franchisee is the dulyauthorized holder of the Franchise;WHEREAS, pursuant to a series of transactions among Franchisee and affiliated entitiesof Franchisee (the "Transactions"), CoxCom, Inc. ("Cox") will acquire the assets of Franchiseeused in the operation of the System, including the Franchise; andWHEREAS, Franchisee and Cox have filed an FCC Form 394 with the FranchisingAuthority;NOW, THEREFORE BE IT RESOLVED BY THE CITY OF JOHNSON, ARKANSAS,AS FOLLOWS:Section 1. The Franchising Authority, in accordance with the terms of the Franchise,hereby consents to and approves the Transactions and the resulting transfer and assignment ofthe System, including the Franchise and all rights thereunder, from Franchisee to Cox.Section 2. The Franchising Authority confirms that (a) the Franchise was properlygranted or transferred to Franchisee and is in full force and effect, and (b) Franchisee ismaterially in compliance with the provisions of the Franchise and there exists no fact orcircumstance known to the Franchising Authority which constitutes or which, with the passageof time or the giving of notice or both, would constitute a material default or breach under theFranchise or would allow the Franchising Authority to cancel or terminate the rights thereunder.Section 3. The Franchising Authority hereby consents to any subsequent transfer ofthe Franchise or control related thereto to any entity controlling, controlled by, or under commoncontrol with Cox.Section 4. The Franchising Authority hereby consents to and approves theassignment, mortgage, pledge, or other encumbrance, if any, of the Franchise and the System ascollateral for a loan.Section 5. This Resolution shall be deemed effective upon the closing date of theTransaction(s).Section 6. This Resolution shall have the force of a continuing agreement withFranchisee and Cox, and the Franchising Authority shall not revoke, amend or otherwise alterthis Resolution without the consent of Franchisee and Cox.